SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Dorval Allison

(Last)

(First)

(Middle)

C/O INSULET CORPORATION

600 TECHNOLOGY PARK DRIVE, SUITE 200

(Street)

BILLERICA

01821

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/06/2014

3. Issuer Name and Ticker or Trading Symbol
INSULET CORP [ PODD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	22,342⁽¹⁾⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	⁽³⁾	02/26/2019	Common Stock	5,000	$6.83	D
Employee Stock Option (Right to Buy)	⁽³⁾	03/01/2020	Common Stock	10,000	$15.16	D
Employee Stock Option (Right to Buy)	⁽³⁾	03/01/2021	Common Stock	10,000	$17.49	D
Employee Stock Option (Right to Buy)	⁽³⁾	04/01/2022	Common Stock	10,000	$19.14	D
Employee Stock Option (Right to Buy)	⁽³⁾	03/01/2023	Common Stock	6,000	$23.4	D
Employee Stock Option (Right to Buy)	⁽³⁾	03/03/2024	Common Stock	4,000	$47.32	D

Explanation of Responses:

1. Includes 5,000 restricted stock units granted on April 1, 2012, which vest one-half of the total units on April 1, 2015 and one-half of the total units on April 1, 2016; 9,000 restricted stock units granted on March 1, 2013, which vest one-third of the total units on March 1, 2015, one-third of the total units on March 1, 2016 and one-third of the total units on March 1, 2017; and 8,000 restricted stock units granted on March 3, 2014, which vest one-third of the total units on March 3, 2015, one-third of the total units on March 3, 2016 and one-third of the total units on March 3, 2017, subject to continued employment. Vested shares will be delivered to the reporting person as soon as practicable following a vesting date.

2. Includes an aggregate of 342 shares acquired under the Insulet Corporation 2007 Employee Stock Purchase Plan on December 31, 2013.

3. This option is subject to a four-year vesting period, with 25% of the total award vesting one year after the grant date and the remainder vesting in equal quarterly installments each quarter thereafter for 12 quarters, subject to continued employment.

	/s/ R. Anthony Diehl, attorney in fact	11/17/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.